LOANOLOGY

LOAN DOCUMENTS

MASTER LIST OF ACQUISITION DOCUMENTS

Depending on the loan any of these documents may be required if applicable.

BUYER/BORROWER ENTITY

  • Borrower Entity Docs

    • 3 Years of Corporate Tax Returns

    • YTD Financials (P&L, Balance Sheet, Debt Schedule)

    • Last full year Financial Statements

    • Custody or Independent Broker Dealer agreement

    • IRS Tax Return Verification with 4506T

    • Corporate Bio

    • Articles of Incorporation or Organization

    • Bylaws or Operating Agreement

    • IRS EIN Letter

    • Partnership Entity Docs (if applicable)

    • Partnership Agreement

    • 4506-T Form and verification

    • Two Year Projection Pro Forma

SELLER SIDE DOCUMENTS

  • Sell Side: 100% Asset Sale

    • 3 Years of Tax Returns

    • YTD Financials (P&L and Balance Sheet)

    • Last full year financials

    • Bylaws or Operating Agreement

    • Custody or Independent Broker Dealer agreement

  • Sell Side: Partial Asset Sale

    • YTD Practice Performance Statement (AUM & Revenue)

    • FINRA BrokerCheck Report

    • Trailing 12 months revenue statement

    • Bio on seller’s practice

    Seller subordination letter required for all options if seller note is included.

20%+ GUARANTORS

  • Additional 20%+ Guaranty Docs

    • Year End Balance Sheet for the last two years

    • Year End Profit & Loss Statements for the last two years

    • Debt Schedule

    • Interim Balance Sheet

    • Interim Profit & Loss Statements

    • Affiliate/Subsidiary financial statement

    • Personal Financial Statement

SELLER SIDE DOCUMENTS

  • Sell Side: 100% Equity Sale

    • 3 Years of Tax Returns

    • YTD Financials (P&L and Balance Sheet)

    • Last full year financials

    • Bylaws or Operating Agreement

    • Custody or Independent Broker Dealer agreement

  • Sell Side: Partial Equity Sale

    • YTD Practice Performance Statement (AUM & Revenue)

    • FINRA BrokerCheck Report

    • Trailing 12 months revenue statement

    • Bio on seller’s practice

    Seller subordination letter required for all options if seller note is included.

BUYER/BORROWER APPLICANT

  • Borrower Docs

    • Consent to Release Information

    • Loan Application

    • Borrower Information Form

    • Credit Report

    • Last 3 years Personal Tax Returns

    • YTD Income Statement

    • YTD Practice Performance Statement (AUM & Revenue)

    • Personal Financial Statement

    • Personal Cash Flow Statement

    • FINRA BrokerCheck Report

    • Copy of Drivers License

    • IRS Tax Return Verification with 4506T

    • Bio on each advisor 

    • 4506-T Form and verification

PURCHASE AGREEMENT

  • Acquisition Documents: Buy Side

    • Asset or Stock Purchase Agreement

    • Seller Promissory Note

    • Promissory Note Seller Subordination Letter

    • Bill of Sale

    • Consulting Agreement

    • Non-Solicit Agreement

    • Attrition Offset

    • Third party escrow agreement

    • Bank Lawyer comments

    • Corporate resolution statement

    • Closing statement

    • Insurance assignments and new policies 

    • Seller’s resignation letter (100% stock purchase)

    • Partnership Entity Docs

    • Partnership Agreement

    • Combined Pro Forma

MASTER LIST OF THIRD PARTY DOCUMENTS

Depending on the loan any of these documents may be required if applicable.

THIRD PARTY DOCUMENTS

  • Third Party Documents

    • Assignment of Life Insurance

    • Life Insurance Assignment Acknowledgement Letter

    • Copy of Life Insurance Policy

    • Worker’s Compensation Insurance

    • E&O Insurance Documents 

    • Franchise Agreement (if franchisee)

    • Affiliation Determination Letter

    • Corporate Program Agreement

    • Third Party Escrow Agreement

    • Lawyer Comments and summary

IF BUYER/BORROWER TRANSITIONING IN CONJUNCTION WITH LOAN

  • DEBT REFINANCE DOCS

    • Credit Bureau Reports

    • Credit Bureau Report Explanation

    • Business Credit Report

    • Business Credit Bureau Report Explanation

LOAN AGREEMENT

  • Loan Agreement

    • Note / Credit Agreement / Compliance Agreement

    • Security agreement

    • Unlimited Personal Guarantee(s)

    • UCC lien filing

    • UCC Financing Statement/exhibits

    • Form W-9

    • Estoppel Certificate

    • ACH addendum

    • Undertaking Letter - conditions for post-closing instructions and compliance

    • Loan Closing Package

THIRD PARTY SEARCH RESULTS

  • Third Party Searches Results

    • Credit Bureau Reports

    • Credit Bureau Report Explanation

    • Business Credit Report

    • Business Credit Bureau Report Explanation

    • Lexis Nexis Search on Borrower

    • UCC Lien Search on Seller practice

    • UCC Lien Search on Borrower practice

    • Federal and state tax lien search and open cases on Borrower

    • Bankruptcy Search on Borrower 

    • Background Search on Borrower

IF BUYER/BORROWER DEBT REFINANCE INCLUDED

  • DEBT REFINANCE DOCS

    • Credit Bureau Reports

    • Credit Bureau Report Explanation

    • Business Credit Report

    • Business Credit Bureau Report Explanation

SOLE PROPRIETER

Tax return (Form 1120S)

  • Multiple shareholders 

  • Taxed as a S corporation

  • K1 and Form 1120S

  • Only individuals (not entities) can be a shareholder

TAX RETURNS & EXTENSIONS

S CORP

Tax return (Form 1120S)

  • Multiple shareholders 

  • Taxed as a S corporation

  • K1 and Form 1120S

  • Only individuals (not entities) can be a shareholder

SINGLE MEMBER LLC

LLC is a company not a corporation

  • Taxed as a pass through entity

  • Typically taxed as a sole proprietor

  • No LLC return, pass through to personal tax return

  • Schedule C

MULTI-MEMBER LLC

LLC tax return (Form 1065)

  • Each member reports profits and losses on their personal tax return

  • Members can be individuals, LLCs, or entities

  • Each member receives a K1

S CORP TAXED AS

Tax return (Form 1120S)

  • Multiple shareholders 

  • Taxed as a S corporation

  • K1 and Form 1120S

  • Only individuals (not entities) can be a shareholder

C CORP

Tax return (Form 1120S)

  • Multiple shareholders 

  • Taxed as a S corporation

  • K1 and Form 1120S

  • Only individuals (not entities) can be a shareholder

INTERUM FINANCIALS

2023 year end P&L and balance sheet and YTD P&L will be needed. Most banks will have policies requiring they have financials updated within 120 days of funding and an updated personal financial statement within 90 days.

IF ON EXTENSION

  • Sole proprietors and LLCs on extension provide Form 4868

  • S Corp on extension will provide Form 7004 

  • If no payments have been made banks want to see the estimated amount available in your account